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THIS
SECURITY IS A TEMPORARY GLOBAL
BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL
BEARER NOTE, WITHOUT COUPONS, REPRESENTING (AND EXCHANGEABLE FOR) DEFINITIVE
BEARER NOTES OR IF SO PROVIDED HEREIN REGISTERED NOTES. IF SO PROVIDED HEREIN,
THIS GLOBAL NOTE MAY ALSO BE EXCHANGED DIRECTLY FOR DEFINITIVE BEARER NOTES
OR
DEFINITIVE REGISTERED NOTES. THE RIGHTS ATTACHING TO THIS NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED IN THE FISCAL
AGENCY AGREEMENT (AS DEFINED HEREIN).

ANY
UNITED STATES PERSON WHO HOLDS
THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME
TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a)
OF
THE UNITED STATES INTERNAL REVENUE CODE.

UNLESS
AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE OR FOR
DEFINITIVE NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.

1

Insert
Principal Amount.

2

Insert
Optional Payment Amount if the Note has a
dual-currency feature.

GENERAL
ELECTRIC CAPITAL
CORPORATION

EURO
MEDIUM-TERM NOTE

(Fixed
Rate)

SERIES:

ISIN:

DETERMINATION
DATES:3

OPTIONAL
PAYMENT CURRENCY:

IF
THIS
NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S)
OF
DEFINITIVE NOTES:

COMMON

CODE:

INTEREST
COMMENCEMENT DATE:4

OPTION
ELECTION DATES:

ORIGINAL
ISSUE DATE:

ISSUER
OPTIONAL REDEMPTION DATE:

DESIGNATED
EXCHANGE RATE:

DENOMINATIONS
OF DEFINITIVE NOTES (if not as set forth
herein):

MATURITY
DATE:

NOTEHOLDER
OPTIONAL REDEMPTION DATE:

CURRENCY
BASE RATE:

DENOMINATIONS:

PRINCIPAL
AMOUNT IN SPECIFIED CURRENCY:

OPTIONAL
REPAYMENT:

DETERMINATION
AGENT:

REDENOMINATION:

INTEREST
RATE:

OPTIONAL
REPAYMENT DATE(S):

INITIAL
MATURITY
DATE:

ELECTION
DATE

DAY
COUNT
FRACTION:

[ ] 30/3605

[ ] Actual/Actual
(ISMA)6

[ ] (Other)

INTEREST
PAYMENT PERIOD:

SPECIFIED
(FACE AMOUNT) CURRENCY:

FINAL
MATURITY DATE:

LISTING:

FIXED
INTEREST PAYMENT DATE(S):

OPTION
VALUE CALCULATION AGENT:

AVAILABILITY
OF

REGISTERED
NOTES:

TAX
REDEMPTION DATE:

RANKING:

[ ] Senior

[ ] Subordinated

General
Electric Capital Corporation
(together with its successors and assigns, the “Company”), for value received,
hereby promises to pay to each of Euroclear Bank, S.A./N.V., as operator of
the
Euroclear System (the “Euroclear Operator”), and Clearstream Banking, société
anonyme (“Clearstream, Luxembourg”), or any other recognized or agreed clearing
system, with respect to that portion of this Note held for its account, the
principal sum (or Face Amount, if the Note has a dual-currency or index feature)
specified in Schedule A-1 hereto, on the Maturity Date specified above (except
to the extent redeemed or repaid prior to the Maturity Date) or in accordance
with the Amortization Schedule set out in Schedule A-2 hereto and to pay
interest thereon at the Interest Rate per annum specified above from the
Original Issue Date specified above until the principal hereof is paid or duly
made available for payment (except as provided below), in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Fixed Interest Payment Date (as specified above), commencing
with
the first Fixed Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date (or any other redemption or repayment
date specified above).

Interest
on this Note will accrue
from the most recent Fixed Interest Payment Date to which interest has been
paid
or duly provided for, or, if no interest has been paid or duly provided for,
from the Original Issue Date, until the

3

Only
applicable if fixed Day Count Fraction is
Act/Act (ISMA)

4

Only
applicable if fixed Day Count Fraction is
Act/Act (ISMA)

5

Fixed
Rate U.S. Dollar denominated Notes

6

Fixed
Rate Notes in all currencies other than U.S.
Dollars

2

principal
hereof has been paid or
duly made available for payment, in each case, upon Certification. Upon the
payment of interest on this Note, the Fiscal and Paying Agent (as defined below)
shall cause Schedule A-1 of this Note to be endorsed to reflect such payment
of
interest and the amount of interest so paid shall be noted. No payments on
this
Note will be made at any office or agency maintained by the Company in the
United States for the payment of principal of, premium, if any, and interest,
if
any, on this Note, nor will any such payment be made by mail to an address
in
the United States or by transfer to an account maintained by the holder of
this
Note with a bank in the United States. Notwithstanding the foregoing, if this
Note is payable in U.S. dollars and if payment in U.S. dollars of the full
amount payable on this Note at the offices of all paying agencies outside the
United States would be illegal or effectively precluded as a result of exchange
controls or similar restrictions, payment on this Note will be made by a paying
agency in the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment. Prior to the Exchange Date,
payments of interest, if any, on this Note will be made only to the extent
of,
and upon, Certification. After the Exchange Date, the holder of this Note will
not be entitled to receive any payment of principal or interest hereon.

This
Note is issued in bearer form
and represents a portion of a duly authorized issue of Euro Medium-Term Notes
of
the Series specified above, issued under a seventh amended and restated fiscal
and paying agency agreement, dated as of July 1, 2005, among General
Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital
Canada Funding Company, GE Capital European Funding, GE Capital UK Funding
and
JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (in
such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg
S.A., as initial registrar and Luxembourg transfer agent (as amended and
supplemented from time to time, the “Fiscal Agency Agreement”). The Notes are
issuable in bearer form (the “Bearer Notes”), with interest coupons attached
(except in the case of Bearer Notes in global form), and (if so provided above)
are also issuable in fully registered form, without coupons (the “Registered
Notes” and, together with the Bearer Notes, the “Notes”). Definitive Bearer
Notes, with interest coupons attached, are issuable in such denominations of
the
Specified Currency as are indicated on the face hereof and definitive Registered
Notes (if any) are issuable in such denominations of the Specified Currency
as
are indicated on the face hereof.

Except
as otherwise provided herein,
this Note is governed by the terms and conditions of the Permanent Global Fixed
Rate Bearer Note (the “Permanent Global Fixed Rate Bearer Note”) (or if so
specified above, the definitive Fixed Rate Bearer Notes or definitive Fixed
Rate
Registered Notes) to be issued in exchange for this Note, which terms and
conditions are hereby incorporated by reference herein
mutatismutandis and shall be binding on the Company and the holder
hereof as if fully set forth herein.

This
Note is exchangeable in whole
or from time to time in part for (i) an interest (equal to the principal
amount of the Bearer Notes being exchanged theretofore represented by this
Note)
in a single Permanent Global Fixed Rate Bearer Note or (ii) if so specified
above, an equal principal amount of definitive Fixed Rate Bearer Notes and/or
definitive Fixed Rate Registered Notes upon request of the Euroclear Operator
or
Clearstream, Luxembourg, acting on behalf of the owner of a beneficial interest
in the Note, to the Fiscal and Paying Agent only on or after the Exchange Date
upon Certification to the effect that the Notes to be issued upon such exchange
are not being acquired by or on behalf of a United States person or, if a United
States person has a beneficial interest in the Notes, that such person is
(i) a Qualifying Foreign Branch purchasing for its own account or for
resale, (ii) a United States person who acquires the Notes through a
Qualifying Foreign Branch and who holds the obligation through such financial
institution on the date of Certification, or (iii) a financial institution
who acquires the Notes for purposes of resale during the Restricted Period
other
than for purposes of resale directly or indirectly to a United States person
or
to a person within the United States. Upon exchange of any portion of this
Note
for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer
Notes and/or definitive Fixed Rate Registered Notes), the Fiscal and Paying
Agent shall cause Schedule A-1 of this Note to be endorsed to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount being so exchanged. Except as otherwise provided herein, until exchanged
for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer
Notes and/or definitive Fixed Rate Registered Notes), this Note shall in all
respects be entitled to the same benefits under the Fiscal Agency Agreement
as a
duly authenticated and delivered definitive Note.

3

If
this Note is subject to a tax
redemption or if all or any portion of the principal hereof is accelerated,
each
as described in the Fiscal Agency Agreement, payment of the amount due upon
any
such redemption or acceleration shall be subject to receipt of Certification.

Unless
the certificate of
authentication hereon has been executed by the Fiscal and Paying Agent by manual
signature, this Note shall not be entitled to any benefit under the Fiscal
Agency Agreement or be valid or obligatory for any purpose.

As
used herein:

(a)
In the case of Notes denominated
in U.S. Dollars “30/360” means the number of days in the period
from and including the most recent Fixed Interest Payment Date (or, if none,
the
Interest Commencement Date) to but excluding the relevant payment date (such
number of days being calculated on the basis of 12 30-day months) divided by
360;

(b)
In the case of Notes denominated
in a currency other than U.S. Dollars “Actual/Actual (ISMA)”
means:

(i)
in the case of Notes where the
number of days in the relevant period from (and including) the most recent
Fixed
Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (the “Calculation Period”)
is equal to or shorter than the Determination Period (as defined below) during
which the Calculation Period ends, the number of days in such Calculation Period
divided by the product of (1) the number of days in such Determination
Period and (2) the number of determination dates (each, a
“Determination Date”) that would occur in one calendar year,
assuming interest was to be payable in respect of the whole of that year; or

(ii)
in the case of Notes where the
Calculation Period is longer than the Determination Period during which the
Calculation Period ends, the sum of:

(A)
the number of days in such
Calculation Period falling in the Determination Period in which the Calculation
Period begins divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination Dates (as
specified in the applicable Final Terms or Securities Note (as the case may
be))
that would occur in one calendar year, assuming interest was to be payable
in
respect of the whole of that year; and

(B)
the number of days in such
Calculation Period falling in the next Determination Period divided by the
product of (x) the number of days in such Determination Period and
(y) the number of Determination Dates that would occur in one calendar
year, assuming interest was to be payable in respect of the whole of that year;

(c)
the term
“Certification” means a certificate substantially in the form
of Exhibit B-2 hereto delivered by the Euroclear Operator or Clearstream,
Luxembourg, as the case may be, which certificate is based on a certificate
substantially in the form of Exhibit B-1 hereto provided to it by its account
holders;

(d)
“Determination
Period” means the period from (and including) a Determination Date to
(but excluding) the next Determination Date (including, where either the
Interest Commencement Date or the final Fixed Interest Payment Date is not
a
Determination Date, the period commencing on the first Determination Date prior
to, and ending on the first Determination Date falling after, such date);

(e)
the term “Qualifying
Foreign Branch” means a branch of a United States financial
institution, as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(iv), located outside the United States that is
purchasing for its own account or for resale and that has agreed, as a condition
of purchase, to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as
amended and the regulations thereunder;

4

(f)
the term “Restricted
Period” with respect to each issuance means the period which begins on
the earlier of the date on which the Company receives the proceeds of the sale
of this Note with respect to its issuance or the first date on which this Note
is offered to persons other than the Dealers, and which ends 40 days after
the
date on which the Company receives the proceeds of the sale of this Note;
provided that if this Note is held as part of an unsold allotment or
subscription, any offer or sale of this Note shall be deemed to be during the
Restricted Period;

(g)
the term “United
States” means the United States of America (including the States and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction;

(h)
the term “United States
person” means (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to United States federal
income taxation regardless of its source, or (iv) a trust if a court in the
United States is able to exercise primary supervision over the administration
of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust, or if such trust has a valid election
in
effect under applicable U.S. Treasury regulations to be treated as a United
States person; and

(i)
all other terms used in this
Note which are defined in the Fiscal Agency Agreement and not otherwise defined
herein shall have the meanings assigned to them in the Fiscal Agency Agreement.

5

IN
WITNESS WHEREOF,
the Company has caused this Note to be duly executed.

DATED:

GENERAL
ELECTRIC CAPITAL CORPORATION

[SEAL]

By:

Name:

Title:

Authorized
Signatory

Attest:

By:

Name:

Title:

Authorized
Signatory

CERTIFICATE
OF AUTHENTICATION

This
is one of the Notes
referred

to
in the within-mentioned
Fiscal Agency Agreement.

JPMORGAN
CHASE BANK,
N.A.

as
Fiscal and Paying
Agent

By:

Authorized
Officer

6

SCHEDULE
A-1

SCHEDULE
OF
EXCHANGES

The
Initial Principal Amount of this
Note is
.
The following payments of interest and exchanges of a part of this Note for
an
interest in a single Permanent Global Fixed Rate Bearer Note (or if so specified
above, for definitive Notes) have been made:

To
be used instead of "Principal" if the Note has a
dual-currency or index feature.

SCHEDULE
A-2

AMORTIZATION
SCHEDULE

[INSERT
IF APPLICABLE] /
[NOT APPLICABLE]

[FORM
OF CERTIFICATE TO BE
GIVEN BY AN ACCOUNT

HOLDER
OF THE EUROCLEAR
OPERATOR AND CLEARSTREAM, LUXEMBOURG]

EXHIBIT
B-1

CERTIFICATE

General
Electric Capital
Corporation

Euro
Medium-Term Notes

Represented
by Temporary
Global Note No. .

This
is to certify that as of the
date hereof, and except as set forth below, the above-captioned Notes held
by
you for our account (i) are owned by person(s) that are not citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any political
subdivision thereof, estates whose income is subject to United States federal
income taxation regardless of its source, or a trust in which a court within
the
United States is able to exercise primary supervision over the administration
of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust or if such trust has a valid election
in
effect under applicable U.S. Treasury regulations to be treated as a United
States person, (“United States person(s)”), (ii) are owned by United States
person(s) that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their
own account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either
case
(a) or (b), each such United States financial institution hereby agrees, on
its own behalf or through its agent, that you may advise the Issuer or the
Issuer’s agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes
is a United States or foreign financial institution described in clause
(iii) above (whether or not also described in clause (i) or (ii)) such
financial institution has not acquired the Notes for purposes of resale directly
or indirectly to a United States person or to a person within the United States
or its possessions.

As
used herein, “United States”
means the United States of America (including the States and the District of
Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We
undertake to advise you promptly
by tested telex on or prior to the date on which you intend to submit your
certification relating to the Notes held by you for our account in accordance
with your Operating Procedures if any applicable statement herein is not correct
on such date, and in the absence of any such notification it may be assumed
that
this certification applies as of such date.

This
certification excepts and does
not relate to [Currency] [Amount] of such interest in the above Notes in
respect of which we are not able to certify and as to which we understand
exchange and delivery of definitive Notes (or, if relevant, exercise of any
rights or collection of any interest) cannot be made until we do so certify.

EXHIBIT
B-1

Page
2

We
understand that this
certification is required in connection with certain tax laws and, if
applicable, certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened
in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated:
,
20

[To
be dated no earlier than the
10th day before

[insert
date of Fixed Interest
Payment Date prior to Exchange Date]

[insert
date of redemption or
acceleration prior to Exchange Date]

[insert
Exchange Date]]

[Name
of Account Holder]

By:

(Authorized
Signatory)

Name:

Title:

[FORM
OF CERTIFICATE TO BE
GIVEN BY

THE
EUROCLEAR OPERATOR AND
CLEARSTREAM, LUXEMBOURG]

EXHIBIT
B-2

CERTIFICATE

General
Electric Capital
Corporation

Euro
Medium-Term Notes

Represented
by Temporary
Global Note No. .

This
is to certify that, based
solely on certifications we have received in writing, by tested telex or by
electronic transmission from member organizations appearing in our records
as
persons being entitled to a portion of the principal amount set forth below
(our
“Member Organizations”) substantially to the effect set forth in Exhibit B-1 to
the Fiscal and Paying Agency Agreement, as of the date hereof, [Currency]
[Amount] principal amount of the above-captioned Notes (i) is owned by
persons that are not citizens or residents of the United States, corporations,
partnerships or other entities created or organized in or under the laws of
the
United States or any political subdivision thereof, estates whose income is
subject to United States federal income taxation regardless of its source,
or a
trust in which a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust
or
if such trust has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person (“United States person(s)”),
(ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(iv) (“financial institutions”) purchasing for their
own account or for resale, or (b) acquired the Notes through foreign
branches of United States financial institutions and who hold the Notes through
such United States financial institutions on the date hereof (and in either
case
(a) or (b), each such United States financial institution has agreed, on
its own behalf or through its agent, that we may advise the Issuer or the
Issuer’s agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United
States or foreign financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that
they have not acquired the Notes for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

As
used herein, “United States”
means the United States of America (including the States and the District of
Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We
further certify (i) that we
are not making available herewith for exchange (or, if relevant, exercise of
any
rights or collection of any interest) any portion of the temporary global Note
excepted as set forth herein and (ii) that as of the date hereof we have
not received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot
be
relied upon as of the date hereof.

EXHIBIT
B-2

Page
2

We
understand that this
certification is required in connection with certain tax laws and, if
applicable, certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened
in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.